TERMS OF BUSINESS

SHIPPING LINES WITHOUT TERMINAL SERVICE

AGREEMENT, IMPORTERS AND EXPORTERS

APM Terminals Apapa, Nigeria

CONFIDENTIAL

SUBJECT TO CHANGE WITHOUT NOTICE

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A. Application Save as otherwise specifically provided, the following Terms of Business (hereinafter referred to as “TOB”) apply to all work and services performed by “APM Terminals Apapa Limited” (hereinafter referred to as “Terminal”). Any user of Container Terminal services (hereinafter referred to as “Customer, Importer or Exporter”) is deemed to have accepted these Terms of Business upon entry of their cargo or vessel into the Port / Terminal. These Terms of Business are in addition to the Rules and Regulations of Terminal as updated from time to time and is subject to change without prior notice B. DEFINITIONS AND INTERPRETATION: 1) In this TOB the following words and expressions shall, unless the context shall otherwise require,

have the following meanings:

"AGENT” means “A person or company that is paid to make the formal arrangements for imported goods to go through custom, who has the required customs licence/approval and certification to make such arrangements Authority" means “The Port Authority”, any other relevant Agency of government and Government of the State or Federal government as applicable” including its employees and agents; "Terminal" means, “APM Terminals Apapa Limited” including its successors, legal heirs, executors, administrators and permitted assigns; "Cargo" means (i) any goods or articles of any kind whatsoever including Hazardous Cargo, transported in a Container, Non-standard Container or Out of Gauge Container, excluding Non-containerised Cargo and (ii) empty Containers; "CFS/ICD" means the Container Freight Station or Inland Container Depot where, amongst other things, Cargo is packed, unpacked and cleared; "Consignee" means a person other than the Customer entitled to receive Cargo; "Consignor" means any person other than the Customer who delivers Cargo; "Container" means

a) any container 20', 40' or 45' in length, 8' in width and 8'6"/9'6" in height or any other container developed for use in liner shipping at any time, including, but not limited to, flat-racks, platforms, reefer containers and tanks, with ISO recommended lifting arrangements and consistent with the safety requirements of CSC (Convention for Safe Containers) plates, and which can be handled by means of a standard 20', 40' and 45' spreader;

b) a non-standard Container; and/or c) an Out of Gauge Container.

"Container Ship" means a ship fitted for the carriage of Containers;

"Container Terminal" means the Terminal at “Apapa Container Termianl, Apapa Port” comprising container berths, the Container Yard and CFS and all other equipment and buildings at the Port whether constructed or under construction, together with any additional land, berths, buildings, Container Yards and CFS to be installed in connection with any further developments thereto for the purpose of providing Container Terminal Services;

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"Container-transporter" means any road vehicle (including articulated vehicles) used for the carriage of Containers, Non-standard Containers and Out of Gauge Containers or any vessel other than a Container Ship; "Container Yard" means the land and premises used by the Terminal where Containers are, amongst other things, stored, received and delivered; "Contract of Carriage" means any contract or other document including, but not limited to bills of lading and contracts of affreightment, seen and accepted by the Terminal, which evidence a contract between two parties to ship Containers and/or Cargo onboard a Containership for reward; "Container Terminal Services or Terminal Services" means the services to be provided to the Customer by the Terminal under this TOB ; "Controlled" and "Control" means the holding of power to direct or cause the direction of management, policies and decisions of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect means of not less than 50% of the voting rights in such company, corporation, partnership or other entity. "Dutiable Cargo" means dutiable goods as defined by the relevant customs and excise authorities; "EDI System" means an electronic data interchange system whereby any Message is transmitted from one party to another party by electronic means; "Exporter” means someone who sends goods out of a country to be sold, the party who makes (or on whose behalf an agent or broker makes) the export declaration. “Force Majeure" means any act of God, act of public enemies, war, warlike acts, terrorism, restraint of governments, princes or peoples of any nation, riots, strikes, lockouts, insurrections, civil commotion, civil disobedience, floods, earthquake, fire, restrictions due to quarantines, epidemics, storms or any other causes beyond the reasonable control of the party claiming an event of Force Majeure; "Hazardous Cargo" means Cargo of any kind classified by the International Maritime Organisation as hazardous cargo and shall include "dangerous goods" as defined in the International Maritime Dangerous Goods Code;

"Importer” means the party who makes (or on whose behalf an agent or broker makes) the import declaration, and who is liable for the payment of duties (if any) on the imported goods. Normally, this party is named either as the consignee in the shipping documents and/or as the buyer in the exporter's invoice. “Indemnify" means indemnify and keep indemnified and hold harmless on demand regardless of the negligence or gross negligence of the indemnified party; "Intermediary Service" means, in relation to the use of the EDI Service, services or facilities provided by an intermediary as mutually agreed by the parties to facilitate the interchange of data by electronic means;

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"Message" means data structured in accordance with the User Manual and adopting the EDIFACT standards which is transmitted between Terminal and the Customer using an EDI System through the medium of the Intermediary Service; "Message Date Log" means a complete record maintained by the parties of Messages, Message Transmissions and Message Retrievals transmitted to and received from the Intermediary Service database; "Message Retrieval" means the access by any of the parties to the Intermediary Service data base and the retrieval by such party of any Message stored in the data base; "Message Transmission" means the deposit of a Message by any of the parties in the Intermediary Service database; "Non-containerised Cargo" means any cargo, which cannot be handled by means of normal use of a container spreader, even with attachments; "Non-standard Container" means a Container accepted for transport/carriage on a Container Ship which cannot be handled by means of a normal use of a container spreader, even with attachments; "Out of Gauge Container" (OOG) means a Container whose contents exceed the dimensions of the standard Container of 20’, 40’ or 45’ in length, 8’ in width and 8’6”/9’6” in height; "Pilot" means any person not belonging to a Container Ship who has conduct thereof; "Port" means “Insert Port Name and Address” "Reefer Container" means a Container used for the transportation of refrigerated Cargo; Shipper: has the meaning assigned in the SOLAS Guidelines; SOLAS: the International Convention for the Safety of Life at Sea of the International Maritime Organization as supplemented by the SOLAS Guidelines and as may be amended or supplemented from time to time; SOLAS Guidelines: the Guidelines regarding the verified gross mass of a container carrying cargo (MSC.1/Circ.1475) published by the International Maritime Organization, as may be amended, supplemented or replaced from time to time;

"Sub-contract" means any sub-contract for the provision of the Container Terminal Services or any part thereof by the Terminal to a Sub-contractor; "Sub-contractor" means any sub-contractor appointed by the Terminal for the performance of the Container Terminal Services or any part there-of; "Terms of Business" (TOB) means this document. "User Manuals" means the documents or instructions which are produced from time to time by Terminal by way of guidelines to govern the methods and operation of the structure,

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transmission and receipt of Messages each of which such documents may cover one or more Messages; Verified Gross Mass: the total gross mass of a packed Container as obtained by one of the two methods prescribed by SOLAS; VGM Declarant: the Customer, Shipper, Exporter or another person on behalf of the Customer or Shipper or Exporter providing the Verified Gross Mass to APM Terminals. "Wharf" includes a berth, quay, pier, jetty, docks, ramp, landing place and any wall and building adjoining the foreshore, sea-bed or river bed; "Working Day" means any day (including any public holidays and Sundays), upon which the Terminal is open for business.

2) The headings in this TOB are for information only and shall not be construed as forming part of this TOB.

3) Unless the context otherwise requires: i) words importing the singular include the plural and vice versa; ii) words importing any gender include all genders; and iii) a reference to a person includes a reference to a body corporate and to an unincorporated body

of persons.

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C. MARINE AND STEVEDORING SERVICES 1) Marine Services at the container terminal

Terminal will provide the following services to the Customer at the Port:

i. receiving Container Ships at Wharves alongside the Container Terminal; ii. unloading from and loading onto, Container Ships of Containers.;

iii. acceptance into and removal from the Container Terminal of Containers by means of shore based cranes including lashing and unlashing of Containers on a Container Ship;

together with any other services which may be agreed in advance in writing, at prices agreed mutually.

2) Sailing Schedule and Berthing Requirements

i. The Customer shall provide the Terminal with a sailing schedule and berthing requirements, not later than three (3) weeks before each Container Ship's expected date of arrival at the Container Terminal. The berthing requirements shall include details of the projected number of any Containers to be discharged from, or loaded onto, that Container Ship at the Container Terminal.

ii. Not less than seventy two (72) hours before the estimated time of arrival of a Container Ship at

the Container Terminal, the Customer shall supply to the Terminal such particulars in writing as the Terminal may require or as otherwise required from time to time of the Containers (including the contents & value thereof) onboard to be discharged from, or loaded onto, that Container Ship at the Container Terminal. The particulars shall include, but shall not be limited to, information relating to Hazardous Cargo, OOG cargo, Reefer cargo and Dutiable Cargo contained in or intended to be contained in a Container.

a. If not agreed otherwise, the Customer shall, or shall procure that another VGM Declarant

shall, provide APM Terminals with the Verified Gross Mass as soon as possible and in any

event, no later than [Cargo Cut Off Time] OR [when gated in] for all packed Containers for

export; and

b. [sufficiently in advance of outbound Vessel loading] OR [in advance of inbound Vessel

discharge] OR [Cargo Cut Off Time] for all packed transshipment Containers,

to be used by APM Terminals to prepare and implement the Vessel stowage plan in

accordance with SOLAS.

iii.

iv. Any changes to the berthing requirements provided to the Terminal in accordance with Clause B2 (ii) above must be promptly notified to the Terminal, but in any event not later than forty eight (48) hours before the estimated time of arrival of the Container Ship at the Container Terminal.

v. The final time for arrival of a Container Ship shall be confirmed in writing at least twenty four (24) hours before the Container Ship's anticipated time of arrival.

vi. While every effort will be made by the Terminal to accommodate the Customers vessels as per the agreed schedule, the Terminal cannot be held responsible in the event that vessels cannot be accommodated as per the agreed schedule, for whatever reason.

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3) Arrival of a Container Ship at the Container Terminal

i. Acceptance to receive the vessel at Terminal will be given to the Customer for each call as may be appropriate having regard to the current circumstances at that time and prior/existing commitments of the Terminal. The Customer shall ensure that each of its Masters shall not berth or attempt to berth his Container Ship at a Wharf alongside the Container Terminal until such acceptance has been given by the Terminal to the Customer that the Terminal is ready to receive the Container Ship. All marine movements in the channel shall be done under Pilot’s escort and in compliance with Port regulations prevalent at the time.

ii. The terminal will not be responsible for or liable in any way for latent defects in mooring bollards or posts, nor for any improper mooring of the Container Ship at the Container Terminal, whether or not such mooring was completed with the assistance of a berthing officer and mooring crew provided by the Terminal.

iii. The Customer shall supply gangways from the Container Ship to the Container Terminal. The safety and illumination of gangways shall be the sole responsibility of the Customer and at the minimum should comply with the regulations laid down by International Labour Organisation (ILO).

4) Container Ships at the Container Terminal

i. The Terminal shall provide the Customer with an efficient terminal control system controlling the movement of Containers at the Container Terminal and shall report activities relating to Container movement

ii. The Customer shall ensure that all equipment on Container Ships for discharging and loading

Containers is technically compatible with the Terminal’s equipment at the Container Terminal.

iii. The Customer shall ensure that the Terminal’s employees/contractors working on board the ship are provided with safe access (including guardrails and fencing where applicable) between the gangway and the holds, deck cargoes, lashing platforms etc that are to be worked. If access is required during the hours of darkness, all access routes should be lit with a minimum of 10 Lux and 50 Lux in all working areas taking into account any specific need that may require additional lighting is accordingly provided.

iv. The Terminal shall permit the Customer to bring trucks alongside Container Ships and to load and discharge Container Ships’ stores at such times as may be agreed and shall allow access to the Container Terminal to personnel to proceed on board a Container Ship for the purpose of carrying out repairs. The Terminal and the Customer agree that access as referred to in this Clause is permitted by the Terminal on condition that the same is carried out in accordance with the rules and regulations of the Terminal and the Customs Authorities. The Terminal will not be responsible or liable in any way for any loss, damage, cost, expense or injury arising in any way howsoever to any person or thing granted access in accordance with this Clause. The Customer will indemnify the Terminal for any loss, damage, expense, cost or injury in any way howsoever caused by reason of the Terminal permitting access under this Clause.

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D. CONTAINER AND CARGO HANDLING SERVICES: 1) The Operator Container Terminal Services Subject to what is stated in Clause C (2) above, the Terminal will provide the following services to the Customer at Port:

i) Receiving Containers from or for loading aboard Container Ships berthed at Wharves at the Container Terminal;

ii) Transferring Containers to or from the Container Yard

iii) Receiving and delivering Containers from and to Container transporters

iv) Transferring of Containers to or from the C.F.S, ICD, Customs Examination Areas

v) Moving empty Containers to and from storage yards

vi) Packing and unpacking Containers

vii) Movement to rail terminal, loading & unloading from railway flats

viii) Reefer electricity supply, monitoring and PTI together with any other services which may be agreed in writing.

2) Acceptance of Containers

i) Containers delivered from or to the Customer or a Consignor or a Consignee shall be brought for acceptance to or received from, such area within the Container Terminal or other place adjacent to the Container Terminal as may be designated from time to time by the Terminal.

ii) The Terminal is not obliged to receive or deliver Containers unless full covering documentation

has been provided to the Terminal. The Terminal’s responsibility to the Customer for Containers shall commence only when the Containers have been delivered to the area designated as referred to in Clause C 2(i) above and notice of acceptance has been duly given by the Terminal.

iii) APM Terminals shall not be obliged to provide any services which are not permitted under, or are not in line with, the laws, rules or regulations as set forth by the authorities of the port where the Terminal is located (“Port Guidelines”) or other mandatory applicable laws, rules and regulations. In particular, APM Terminals shall not load any packed Container on board a Vessel to which the SOLAS applies without a Verified Gross Mass provided by a VGM Declarant.

iv) Prior to the presentation for acceptance to the Terminal of any Containers, the Customer shall supply to the Terminal such particulars in writing thereof and where appropriate of the contents of a Container including weight and other measurements or as may be requested by the Terminal. The Terminal is entitled to rely upon such particulars of the Container, the contents of a Container, as are furnished by the Customer or Consignor. Any damage or loss resulting from the inaccuracy of, or omission from, such particulars given by the Customer or the Consignor shall be the Customer’s responsibility and the Customer shall indemnify the Terminal against

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any loss, damages, claims, costs and expenses which the Terminal may suffer or incur directly or indirectly, as a result of such inaccuracies or omissions.

v) The Terminal will accept no Containers for handling until the Terminal is satisfied that adequate space reservation arrangements have been made for the onward carriage of the same within a period of time acceptable to the Terminal.

vi) Out of Gauge Container Acceptance: Prior to accepting OOG bookings it is the responsibility of the Customer to inform and secure cargo acceptance by the Terminal in writing.

vii) Break Bulk Cargo Acceptance

a) While booking break bulk cargo, the Customer shall send the following details to the Terminal

Technical drawing, including centre of gravity indication Weight Dimensions Lifting points Special handling gear requirements Proposed intermodal connections Expected date of arrival/delivery to the Terminal

b) The Terminal will thereafter analyze the feasibility of the operation and reply with a written

confirmation of acceptance or non-acceptance along with the quotation if not covered by the published tariff of the Terminal

3) Condition of Containers

i) The Customer undertakes that, each Container which it delivers or causes to be delivered to the Terminal is upon delivery secure, in a good state of repair and suitable for its purpose. The Terminal shall be entitled to refuse to handle any Container which is not in the condition required by this Clause. Even in case where container as aforesaid in this Clause is accepted by the Terminal to load or handle, the Terminal shall not, in such case, be responsible for any damage to container or its contents thereof.

ii) The Terminal shall inform the Customer of any damage to any Container, its contents or its

packaging coming to the attention of the Terminal, and may refuse to load or handle such Containers. If the Terminal gives notice to the Customer of damage to a Container, its contents or its packaging, the Customer shall be entitled, within three (3) days of such notice being dispatched, to inform the Terminal in writing that an inspection of the relevant items is required. The Terminal will thereafter permit the Customer or its duly appointed agents upon reasonable notice to inspect the Container, contents or packaging.

4) Reefer Containers i) The Terminal will check and report upon the temperature of Reefer Containers stored at the

Container Terminal subject to instructions being given in writing to the Terminal at least two (2) working days in advance of receipt of a specific Reefer Container by the Terminal and such instructions are accepted in writing by the Terminal, Terminal may check and report upon the temperatures of Containers as mutually agreed.

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ii) The Terminal shall not be responsible or liable in any way for any Reefer Container or the refrigeration of refrigerated Cargo if the Customer fails to give written instructions, or provides wrong or inadequate instructions concerning the handling thereof.

iii) If the Terminal is instructed in writing in accordance with Clause D 4 (i) the Terminal will, within a reasonable time of receipt, connect the Reefer Container to a main power supply. The Terminal shall not be obliged to maintain an auxiliary power supply and the Terminal shall under no circumstances be responsible for any failure or discontinuance or interference from time to time in the mains power supply howsoever arising.

iv) Abandoned Reefer Containers: Customer or importer as the case may be shall ensure that delivery of all reefer containers discharged unto the Terminal is taken within 90 days of discharge. Any reefer container exceeding 90 days post discharge shall be deemed abandoned and Customer shall evacuate the unit immediately. All terminal, plug-in and storage charges shall be paid immediately by Customer. Where Customer fails to evacuate the reefer container after 90 days, the Terminal reserves the right to evacuate the unit on Customer’s behalf (Customer hereby authorises Terminal to carry out such evacuation on its behalf). All cost accrued in the course of evacuation including cost of cargo destruction shall be reimbursed by the Customer. In addition all terminal, plug-in, storage and related charges for evacuated containers shall be paid by the Customer.

5) Stripping of Containers i) If the Terminal carries out an instruction to open the doors of a Container or to unpack a Container

for any purpose whatsoever, this shall be at the sole risk of the Customer and the Terminal shall not be responsible or liable in any way for any deterioration of the contents of the Container or for contamination to other Cargo by reason of such deterioration. The Customer shall ensure compliance with the rules and regulations of Customs for opening and unpacking of any Container. The Terminal may, but shall be under no obligation to do so, close, reconnect, or connect to a power supply for Reefer Containers, repack or otherwise deal with any such Container and/or its contents at the sole cost and expense of the Customer.

6) Import documentation, payment and delivery i) The importer/consignee/agent as the case may be shall be responsible for all THC, storage and all

other terminal charges (as may be advised/published from time to time), which shall be fully paid prior to delivery of the container

ii) The importer/consignee/agent shall be required to complete all import documentation and procedure including obtaining appropriate customs and shipping line release prior to applying to the Terminal for delivery of containers.

iii) The importer/consignee/agent shall make all shipping line related, customs and other statutory

payments prior to applying to the Terminal for delivery of containers

iv) All Terminal import procedures (as may be published from time to time) are hereby incorporated by reference to this Terms of Business. All such procedures and processes may be reviewed without notice should the need for such review arise.

v) Where the Customer/Shipping line requires the Terminal to release a container(s) to an importer/consignee prior to the full receipt of all terminal charges by the Terminal, such release

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shall be on the condition that the importer/consignee shall make the payments in full within 7 days of delivery of the containers failing which the shipping line shall become liable immediately for such payment. In such cases, the shipping line shall make the payment within 7 days of the receipt of the Terminals invoice for such outstanding payment.

7) Auction Process i) APMT’s copy of the Auction letter from customs shall be dispatched to APMT by Nigeria Customs

authorised despatch officer. The Customs shall provide details of its dispatch officer and any update in the event of any change.

ii) Upon receipt of the auction letter from the dispatch officer, APMT shall send auction letter(s) to

the Customs Area Controller in charge of the Terminal for confirmation of auction and the

confirmation shall be by return letter. This is required to authenticate the auction papers.

iii) The Shipping Company shall provide receipt of payment notification and release order on the

container (s) to the Terminal via e-mail.

iv) The Agent shall provide all required documentation (as may be published by the terminal from

time to time) to the Terminal besides paying all terminals and statutory charges prior to delivery

an auction container (s).

v) All Terminal auction procedures (as may be published from time to time) are hereby incorporated

by reference to this Terms of Business. All such procedures and processes may be reviewed

without notice should the need for such review arise.

vi) Auction container(s) shall only be delivered/released by the Terminal to only accredited Custom

Licenced Agents after all Terminal charges on auction container(s) has been fully paid

E. CONDITIONS RELATING TO THE PROVISION OF CONTAINER TERMINAL SERVICES 1) Circumstances preventing safe handling

i) When, in Terminal's sole opinion, there are any circumstances which will or may prevent or

hinder the safe handling, storage, loading, unloading or transport of any Containers , the Terminal may, in its sole discretion, refuse to handle the same and shall give notice of such refusal to the Customer or Consignor, as the case may be. The recipient of such notice will remove or procure the removal of Containers and/or its contents from the Container Terminal forthwith at its own risk and expense.

2) Warranties and Indemnities given by the Customer

i) So as to enable the Terminal to carry out the provision of Container Terminal Services efficiently,

the Customer warrants and undertakes that: a) all particulars relating to Containers (including, but not limited to Reefer Containers)

furnished by the Customer in accordance with these Terms of Business are accurate;

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b) all Containers are properly packed and labelled and the contents are properly stowed and secured therein;

c) all Containers are fit for their intended purposes and in a fit and proper condition to be handled or otherwise dealt with in the normal course of business by the equipment and operating procedures usually employed at the Container Terminal;

d) all Containers and Cargo comply with applicable laws, orders, regulations, or other requirements of Government, customs, municipal or other authorities whatsoever; and

e) all Reefer Containers have been properly pre-cooled or pre-heated as appropriate and their controls have been properly set and the Customer shall Indemnify the Terminal in respect of the consequence of the breach of any of these warranties.

ii) The Terminal shall not be responsible for or liable in any way, and the Customer, importer or exporter as the case may be shall Indemnify the Terminal against all damages, claims, costs and expenses suffered or incurred by the Terminal resulting directly or indirectly from any defects in a Container and/or its contents.

iii) The Customer, importer or exporter as the case may be is solely responsible for compliance with

all laws, ordinances or regulations in force relating to the Container Ship and the Cargo and all matters whatsoever relating to the Container Ship and the Cargo.

iv) The Customer shall be responsible for any damage to the Terminal’s Wharves, premises, equipment, gendering, mooring bollards, all other property, other Container Ships, vessels and property belonging to the third parties, caused during or arising from berthing or un-berthing and shall Indemnify the Terminal against all claims, demands, losses, costs and expenses arising from any such damage.

The Customer or exporter as the case may be shall indemnify APM Terminals against any and all

costs (including the costs of investigating and defending any claims), expenses, claims, demands,

losses, damages, liabilities, orders, awards, fines, penalties, proceedings and judgments of

whatsoever nature howsoever assumed, incurred or suffered by APM Terminals, as a result of,

or in connection with

a. weighing, [loading,] non-loading, storage, demurrage, additional

transport, shunting, handling, stripping, stuffing, release or return to the Customer or the Shipper or other charges for any packed Container which [is an Overweight Container], does not have a Verified Gross Mass provided by the Customer, exporter or another VGM Declarant [or has a Verified Gross Mass provided by the Customer, exporter or another VGM Declarant found to be incorrect or inaccurate by APM Terminals];

b. delays or missed sailings arising out of or in connection with the activities performed by APM Terminals in the clause above

v) Upon the delivery of any Container to the Terminal, the Customer, importer or exporter as the

case may be shall undertake to the Terminal that all values and other particulars in respect thereof

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supplied to the Terminal for customs or other purposes and all necessary customs removal permits are complete and accurate and, where appropriate, are valid and in full force and effect. The Customer, importer or exporter as the case may be shall Indemnify the Terminal and its servants, or agents against all loss, damages, claims, costs, expenses, fines and penalties that the Terminal or its servants, or agents may incur or suffer directly or indirectly as a result of any breach of this undertaking.

vi) The Customer or exporter as the case may be shall ensure that Containers delivered to the Terminal are weatherproof.

vii) The Customer or exporter as the case may be shall Indemnify the Terminal, against all claims arising by reason of:

a) any defects in any Container or the contents thereof; b) any mixture or confusion of Cargo; and/or c) shifting or movement of the Cargo.

viii) Overweight Containers: In case the weight of cargo or container is understated in the declaration submitted by the customer or exporter, the handling of such cargo or container shall be subject to the verified gross mass SOLAS guideline will be at the sole risk and responsibility of the Customer or exporter as the case may be, and Customer or exporter hereby indemnifies the Terminal against all injury, loss and damage resulting from the handling of such cargo or container.

ix) APM Terminals shall weigh all packed [export] Containers received at the Terminal [without a Verified Gross Mass] using appropriately calibrated and certified equipment as required by SOLAS. Each such weighed Container, a "Weighed Container".]

x) If a packed Container has been received by the Terminal but the Verified Gross Mass for such Container is not provided to APM Terminals by a VGM Declarant in accordance with this TOB, then APM Terminals may use the weight obtained pursuant to this TOB as the Verified Gross Mass for that Weighed Container for the purpose of SOLAS. APM Terminals shall communicate the Verified Gross Mass of each such Weighed Container to the Customer, exporter or Shipper as the case may be.

xi) If there is any discrepancy [of more than 500 Kilogrammes] between a Verified Gross Mass provided by a VGM Declarant and that obtained by APM Terminals by weighing the packed Container, the Verified Gross Mass obtained by APM Terminals shall be used as the Verified Gross Mass to replace the existing Verified Gross Mass for that Weighed Container for the purpose of SOLAS. APM Terminals shall communicate the Verified Gross Mass of each such Weighed Container to the Customer, Shipper or Exporter.

xii) APM Terminals shall not load a Container onto a Vessel if the Verified Gross Mass provided by a VGM Declarant or established by APM Terminals in accordance with this TOB exceeds the maximum gross weight indicated on the Safety Approval Plate under the International Convention for Safe Containers, 1972 as may be amended from time to time ("CSC") of the relevant Container ("Overweight Container").

xiii) At the request and expense of the Customer and subject to this TOB, APM Terminals shall strip Overweight Containers and stuff and seal two or more Containers with the contents removed from the Overweight Containers.

xiv) The Customer, Exporter or Shipper confirms that APM Terminals has authority to act on its behalf and perform all of the actions contemplated in the foregoing sub-clauses of this TOB.

xv) In all circumstances, all Export containers entering the terminal shall be weighed, commencing from July 1, 2016 for verified gross mass (VGM) accuracy. Upon weighing, the following parameters shall be applied for such containers as may be appropriate in the circumstance: a) If the container weight is verified within 1,000KG of the declared weight and the container

load limit has not been exceeded, no additional charges shall apply.

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b) If the VGM provided for the container exceeds the allowed discrepancy weight limit of

1,000KG, but within the load limit of the container, a new VGM will be generated by the Terminal and a standard weighing charge will apply as per the tariff

c) Where a container exceeds the load limit capability for type and size (based on IMO data plate), the container will be cross stuffed as appropriate as per tariff.

xvi) In the event that the Terminal Operator weighs a Container, the Customer or exporter or

shipper as the case may be shall pay the rates outlined in the Tariff.

xvii) Where a container is not loaded due to failure of the Customer or Shipper or Exporter as

the case may be to provide a VGM declaration or where provided exceeds the discrepancy

tolerance level, the Customer or Shipper or Exporter as the case may be shall pay the Terminal

Operator such charges as the Terminal Operator may reasonably request for the administration

required to draw up a new stowage plan and amend documents associated with the Container

not being loaded.

xviii) The Terminal Operator shall have no liability for any loss or damage to any Goods,

Container(s) or Vessel howsoever arising (whether caused by negligence or otherwise) if such

loss or damage has been caused by matters beyond the control of the Terminal Operator

including, without limitation, any failure of the Customer, exporter, Shipper or any third party,

to comply with the SOLAS Regulations.

3) Delivery Orders etc.

i) The Customer will appoint an agent in the Port ("the Port Agent") for the purposes of this TOB

and shall make the same known to the Terminal by notice in writing. The Terminal shall not be required to deliver or otherwise deal with any Container or Cargo except with the authority of a delivery order signed by the Port Agent.

ii) The Customer shall ensure that the Port Agent registers with the Terminal, specimen signature(s)

of the person(s) authorised to sign on its behalf. The Terminal shall be entitled to deliver or otherwise deal with any Container or Cargo in accordance with a delivery order which appears to it after comparison with the specimen signature(s) registered with it under this Clause E 3(ii) to have been properly signed by the Port Agent, and shall not be liable to the Customer or any other person in consequence.

4) Hazardous Cargo and Dutiable Cargo

i) The Customer, Shipper or exporter as the case may be shall ensure that all goods tendered to the Terminal for loading and/or unloading, comply with all applicable regulations for Hazardous Cargo and/or Dutiable Cargo and shall Indemnify the Terminal against any breach of this section E(4) of this Terms of Business.

ii) Prior to accepting hazardous cargo bookings, it is the responsibility of the Customer to ensure

that such hazardous cargo is permitted to be handled and stored at the Terminal

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iii) The Customer, Shipper or Exporter as the case may be warrants that full details of any hazardous cargo will be correctly declared in writing to the Terminal

iv) The Terminal has the right to refuse to handle Cargo which, upon inspection, is found not to comply with the applicable rules or regulations or ordinances or prevalent laws and to reject and/or return such Cargo at the sole expense and risk of the Customer, Shipper or exporter.

5) Valuable Cargo i) The Terminal shall not be bound to accept Cargo of high value or which requires special care

including, but without limitation: a) gold; b) silver; c) bullion, coins and currency notes; d) precious stones; e) precious metals; f) securities for cash and stamping; g) documents and title deeds; h) opium, essential oils and similar valuable drugs; i) lace, fur and feathers; j) works of art and paintings; k) scientific instruments of all kinds; l) revenue or postal stamps; m) gold, silver and platinum watches; n) precious metal jewellery works; and o) antiques; p) and any other valuables.

ii) The Customer, Shipper or Exporter as the case may be shall give the Terminal at minimum of 15 days prior notice of their intended delivery of such Cargo to the Container Terminal whether by Container Ship or Container-transporter to enable the Terminal to decide whether or not it will accept such Cargo. Under no circumstances shall the Customer or Exporter deliver to the Container Terminal such Cargo, without the prior written approval of the Terminal. If such Cargo is delivered to the Terminal without its prior written approval, that Cargo will at all times be at the sole risk of the Customer or exporter and the Terminal shall not be liable for any loss or damage howsoever caused to such Cargo.

iii) Notwithstanding the prior written approval of the Terminal in accordance with Clause E5(i)

above, the Terminal’s liability for loss of and/or damage to valuable Cargo as described in Clause E5(i) above shall be limited to the amounts as set out in Clause E(8) except to the extent the Terminal agrees in writing to a higher limit on liability in a particular case. The Customer, exporter or shipper shall be responsible for any additional costs of insurance (including, but not limited to, additional premiums and fees) that the Terminal incurs as a consequence of acceptance of valuable Cargo.

6) Export - Direct Billing i) The Terminal shall bill/invoice the Shipper/exporter directly for all terminal charges including

THC and storage with the exception of stevedoring, renomination, empty container pick-up and other shipping line related charges

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ii) The terminal shall not load any export container on Customer’s vessel except all terminal charges has been paid in full by the Shipper/Exporter

iii) Where the Customer requires the Terminal to load an export container without receiving full payment for terminal charges from the Shipper/Exporter, the Customer shall in such cases be liable for the full amount of all accrued charges

iv) The Customer shall withhold OBL and not release same to the shipper/exporter until all terminal charges have been fully paid.

v) In cases where the Customer is liable for terminal charges as above and where Shipper/Exporter fails to make payment for terminal charges, Customer shall pay the accrued terminal charges within seven (7) days of the vessel sailing.

vi) All Terminal export procedures are hereby incorporated by reference to this Terms of Business. All such procedures and processes may be changed from time to time without notice should the need for such change arise.

7) Lien i) All Containers, Cargo and all documents relating to Containers and Cargo shall be subject to a

particular and general lien respectively for charges due to the Terminal in respect of such Containers or Cargo from the Customer, importer, exporter or Shipper as the case may be. If any charges are not paid within one (1) calendar month after notice requiring payment has been given to such Customer, importer or exporter, the Containers or Cargo subject to such lien, may be sold and the proceeds applied in or towards satisfaction of the outstanding charges and the costs incurred by the Terminal in such sale. Any sale of Containers or Cargo by the Terminal pursuant to these Terms of Business , may be conducted by a private treaty, by public auction or otherwise in such manner as the Terminal shall in its sole discretion determine and the Terminal shall not be liable for any loss and/or damage to any person whatsoever as a result thereof. This lien shall be in addition to any other remedy or cause of action allowed by law.

8) Costs and expenses to be paid by the Customer, importer or exporter/shipper

The Customer shall pay: i) any costs and expenses which may be incurred by the Terminal in complying with any

Government regulations requiring the movement, treatment, removal or destruction of Hazardous Cargo or infested, contaminated or condemned goods or the treatment of the Terminal’s premises as a result of any infestation or contamination arising from such Hazardous Cargo; and

ii) all costs and expenses incurred by the Terminal arising out of or incidental to the failure by the

Customer, importer or exporter/shipper as the case may be to observe these Terms of Business including, but not limited to, the rules for Hazardous Cargo or any one of them.

iii) Customer, importer or exporter/shipper as the case may be undertakes to reimburse the Terminal for all costs and expenses incurred by the Terminal in the disposal of its cargo that has been identified as a health risk on the terminal. This may include but is not limited to rotting cargo, hazardous cargo, putrefying/smelly cargo etc. The Terminal shall notify the Customer, importer or exporter/shipper as the case may be of such cargo timeously and shall proceed to evacuate same in the event of inaction from the Customer within three (3) days of such notification. For the avoidance of doubt at the expiration of the three day notice period, the Terminal is obligated for the safety of its employees and Port users to dispose of such

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cargo. The Customer shall also be liable to pay all accrued terminal handling and rental charges on such containers.

iv) The Customer shall evacuate all containers which has exceeded a dwell time of 180 (One Hundred and Eighty) days from the day it was discharged and shall settle accrued terminal charges and rent to the Terminal. Where the Customer fails to evacuate same and the Federal Government of Nigeria; in exercise of its Statutory powers through the Nigeria Customs Service or any other statutory agency, takes over, evacuates or auctions the container as Longstanding/Abandoned containers, the Customer shall be liable for all accrued terminal charges and rent

9) Liability and Indemnity i) The maximum liability of the Terminal to the Customer for loss of and/or damage to Containers

in the custody of the Terminal (i.e from the time of receiving upto and including the time of completion of loading onto any Container Ship or Container-transporter), where such loss and/or damage was caused exclusively by the gross negligence or wilful default of the Terminal, its agent, servants or Sub-Contractors , in relation to each incident for each Container, shall be the lesser of either the depreciated value of the Container or the actual cost of the repair provided always that under no circumstances shall the claim exceed the following amounts: a) depreciated value of the Container or USD 1,000, whichever is less in the case of any 20' dry

Container; b) depreciated value of the Container or USD 1,200 , whichever is less in the case of any dry

Container of more than 20' in length; c) depreciated value of the Container or USD 7,000 , whichever is less in the case of any 20'

Reefer Container; and d) depreciated value of the Container or USD 10,000, whichever is less in the case of any Reefer

Container of more than 20' in length e) and for the avoidance of doubt, in the absence of gross negligence or willful default, the

Terminal shall have no liability whatsoever for such loss and/or damage. f) The depreciated value of container shall be calculated on the basis of the respective value

above with a straight line depreciation of 10% per annum from the date of manufacture as per container’s Container Safety Certificate (CSC) until the day of the incident.

ii) The maximum liability of the Terminal to the Customer, importer/consignee or exporter/shipper

as the case may be for loss of and/or damage to all Cargo in the charge of the Customer, its Sub-contractors, agents or their assignees, whilst in the custody of the Terminal, where such loss and/or damage was caused by the gross negligence or wilful default of the Terminal, its agents, servants or Sub-contractors, in relation to each incident for such Cargo, shall be limited to the following: a) In the case of partial loss/damage to the cargo/goods, a sum which represents a proportion

equivalent to the value of the damaged/lost cargo/goods; which shall be computed using the

Form M, Customs declaration and packing list.

b) In the case of total loss/damage, a sum not exceeding the sum shown on the Form M and

Customs declaration.

And for the avoidance of doubt, in the absence of gross negligence or wilful default, the

Terminal shall have no liability for such loss and/or damage

PROVIDED ALWAYS that in no circumstances shall the Terminal’s liability exceed:

a) USD 40,000 in the case of any dry Container ; and

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b) USD 40,000 in the case of any Reefer Container

ii) Without prejudice to what is stated in this clause in no circumstances shall the Terminal’s liability exceed the limits of liability in accordance with the terms and conditions contained within the Customer's Contract of Carriage or, if applicable, the Container Ship's limitation fund except to the extent the Terminal agrees in writing to a higher limit on liability in a particular case.

iii) The limitation of liability per incident under this Clause E(8) shall relate to the whole of any losses

and damages which may arise upon any one distinct occasion, although such loss and/or damage may be sustained by more than one person, and shall apply whether the liability arises at common law or under any written law and notwithstanding anything in such written law.

iv) The Terminal shall only be liable to a Customer for any loss or damage to a Container Ship (including gear and all other equipment) where such loss and/or damage was caused by the gross negligence or willful default of the Terminal, its agents, servants or Sub-contractors and notwithstanding anything contained in this TOB or elsewhere, the maximum liability of the Terminal to the Customer in relation to each incident shall be limited to Two Hundred and Fifty thousand United States Dollars US$ 250,000.

v) The Terminal shall not be liable to the Customer, exporter or importer for any loss or damage to Hazardous Cargo or for any loss, delay, damage or personal injury (including death) arising out of bad stowage in Containers unless caused by gross negligence or willful default of the Terminal, its agents, servants or sub-contractors and PROVIDED THAT the maximum liability of the Terminal to the Customer in relation to each incident shall be the limits of liability in accordance with clause E 8 (ii) and subject however to Clause E 8 (iv).

vi) The Customer, importer or exporter as the case may be shall be liable for and shall fully Indemnify the Terminal, its servants, agents and sub-contractors against any liability for claims or suits, including costs and expenses incidental thereto, in respect of loss of or damage to any property and death or injury suffered by any person caused by the negligence or default of the Customer, its servant or agents pursuant to these Terms of Business or otherwise.

vii) The Terminal shall not, under any circumstances whatsoever, be responsible for or liable to the Customer, importer or exporter for:

a) any consequential or indirect loss or damage; or b) loss of profit, revenue, savings or contracts; injury to goodwill or reputation; or delay

howsoever caused, including any breach by the Terminal of its obligations under this TOB or its breach of duty, negligence or gross negligence.

viii) In respect of any claim arising under any indemnity in favour of the Customer, importer

or exporter contained in this Terms of Business, the Customer, importer or exporter shall: a) Within fifteen (15) days after becoming aware of the claim, notify the Terminal in writing of

the claim (the "Terminal Claim") against which the Customer, importer or exporter is seeking to be indemnified together with all details of Terminal Claim in the actual knowledge or possession of the Customer, importer or exporter at the time and becoming known to it at any time thereafter;

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b) take such other steps as may be necessary or as the Terminal may reasonably require to avoid or mitigate Terminal’s Claim;

c) where the Terminal Claim relates to a claim by any third party against the Customer, importer or exporter, not admit liability or make any offer, promise, compromise or settlement with the third party without the prior written consent of the Terminal (which consent not to be unreasonably withheld or delayed); and

d) where the Terminal Claim relates to a claim by any third party against the Customer, importer or exporter at the request of the Terminal and at Terminal’s cost, cooperate with the Terminal or its insurers, in the defence, settlement and/or counter claim of such Customer, importer or exporter’s Claim.

ix) Notwithstanding the remaining provisions of these Terms of Business the maximum aggregate liability of the Terminal to the Customer in any calendar year regardless of the cause of such claim and number of incidents shall in no circumstances exceed One Million United States Dollars (US$ 1,000,000) provided that all amounts payable under any relevant insurances held by the Customer against any Customer claims shall be paid in full to the Terminal within fourteen (14) days of receipt of the same by the Customer from the relevant insurer of the Customer. The Terminal shall also not be liable for any claim with a value of less than five hundred United States Dollars (US$500).

x) The Terminal is relieved of any and all liability to Customer, importer or exporter for all claims

for loss, delay, damage or shortage of any nature or description unless any claim is brought

within Six (6) months from the date of the alleged wrongdoing. This Six (6) months period also

includes claims for indemnity by Customer, importer or exporter for payments paid or faced,

including subrogation claims and no extension of time for claims by Customer, importer or

exporter , their interests, or any interests given to a third party, shall extend this Six (6) months

against the Terminal, unless agreed to in writing by the Terminal.

xi) Save as provided in this Clause E8 the Terminal shall not be under any liability to the Customer, importer or exporter whether in contract, tort or otherwise in respect of the use of the Container Terminal and the provision of the Container Terminal Services for any death, personal injury, damage or loss resulting from the use of the Container Terminal and the provision of the Container Terminal Services or from any work done in connection therewith.

xii) The Terminal does not give any warranty or representation that the Container Ship will not ground whilst approaching, leaving or lying alongside the Container Terminal. Each Container Ship approaching, leaving and whilst lying alongside the Container Terminal does so at the sole risk and responsibility of the Customer.

xiii) The Terminal shall not be responsible for or liable in any way for any damage or loss suffered or incurred during the berthing and un-berthing of a Container Ship.

xiv) The Customer shall be solely responsible for any damage to the Wharf and or/to the Port, Container Terminal, equipment, fenders, mooring bollards, container ships, vessels belonging to the Terminal or any third party, caused during or arising from the act of berthing or unberthing, whether by reason of incompetence or negligence of the Pilot in-charge of the ship belonging to the Customer, or as a result of insecure or improper mooring of the ship whilst alongside the wharf/berths, and shall hold the Terminal indemnified, by payment on demand, against all claims,

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demands, losses, costs and expenses arising from any such damage, except it is solely caused by gross negligence or default of the Terminal, its servants or sub-contractors.

xv) The Customer and the Master of the ship shall be in sole charge of the ship whilst using any of the Wharves in the Container Terminal, and her safety shall be the sole responsibility of the Customer. The Customer shall be held responsible for any loss and/or damage that may arise from faulty navigation, or by reason of her breaking adrift from her moorings. No instruction or direction given, or act performed by the Terminal or its officers shall place any responsibility upon the Terminal, with respect to the security or safety of such ship.

xvi) In the event a ship drifts away from the Container Terminal while berthing or otherwise, it will be the sole responsibility of the Master of the ship and the Customer.

xvii) The Terminal shall not be responsible for the following events:

a) Any non-compliance with the ISPS code, or any other related and necessary requirements which may prevent a ship from being permitted to berth at a Wharf in the Terminal.

b) Breakdown, fire, explosion, sinking or any accident or incident which occurs on the ship, caused solely due to the Customer, ship owner’s or ship operator’s fault resulting in the ship being denied permission to berth at a Wharf in the Terminal

c) the receipt by APM Terminals of an Overweight Container; d) APM Terminals not having received a Verified Gross Mass before the relevant deadline

xviii) The Terminal will not be responsible or liable for any incorrect or delayed delivery of any Container which is insufficiently, incorrectly or otherwise not properly marked and/or in respect of which full and complete particulars in respect of such delivery have not been provided to the Terminal.

xix) The Terminal shall not, under any circumstances, be responsible for or liable in any way for any damage to Containers or their contents caused by rust, rain, typhoon, flood, tempest, lightning, fire or any similar event or occurrence.

xx)

10) Insurance i) The Terminal is under no obligation to maintain insurance of Containers, Cargo or contents of

Containers of the Customer. ii) The Customer, importer or exporter as the case may be shall:

a) take out and maintain adequate hull and machinery and P&I Insurance in respect of its Container Ships, the later from a Club being a member of the International Group of P& I Clubs, together with insurances adequate to cover its liabilities under this TOB.

b) Take out insurance as required by law to cover all import and export of cargo/goods/containers

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c) If so requested, provide the Terminal with a copy of certificate of insurance confirming that these requirements have been complied with. Such request or absence of such a request shall in no way be construed as waiving the Customer's obligations to arrange insurance required by law or under this TOB.

d) The Terminal reserves the right to not allow those vessels to enter Port, which do not have adequate hull and machinery and P&I Insurance in respect of its Container Ships, the later from a Club being a member of the International Group of P& I Clubs, together with insurances adequate to cover its liabilities under this TOB.

11) Unauthorised Access to Container Ships

i) The Terminal will use reasonable endeavours to enforce strict controls to prevent unauthorised access to the Container Terminal.

ii) The Customer shall enforce controls on its Container Ships whilst berthed at the Container

Terminal in order to prevent unauthorised access to the Container Terminal.

12) Force Majeure i) A party shall not be liable for any failure to perform its obligations under this TOB caused by Force

Majeure provided it gives prompt notification to the other party of a) the event of Force Majeure and its likely duration b) the obligation(s) which are affected, and how affected, and provided that it takes all

reasonable steps to mitigate the effects of Force Majeure.

13) Dispute Resolution: i) Any dispute or difference arising between the Parties out of or in connection with this TOB shall

promptly and in good faith be negotiated with a view to its amicable resolution and settlement. ii) In the event no amicable resolution or settlement is reached within a period of thirty (30) days

from the date on which the dispute or difference arose, such disputes and/or differences shall be referred to the Arbitration as per clause E (13) of this TOB.

14) Law and Jurisdiction i) This TOB shall be governed by and construed in accordance with the laws of England. ii) Any dispute arising out of or connection with this TOB shall be referred exclusively to arbitration

in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.

iii) The arbitration shall be conducted in accordance with the London Maritime Arbitrators’ Association (LMAA) terms current at the time when arbitration proceedings are commenced.

iv) The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.

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v) If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.

vi) Nothing in this Clause E (13) shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

vii) In cases where neither the claim nor a counterclaim exceeds the sum of USD 50,000 or such other sum as the Parties may agree, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

viii) Notwithstanding the above, the Parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this TOB. In the case of a dispute in respect of which arbitration has been commenced, the following shall apply:-

a) either Party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other Party of a written notice (the "Mediation Notice") calling on the other Party to agree to mediation;

b) the other Party shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the Parties shall thereafter agree a mediator within a further fourteen (14) calendar days, failing which on the application of either Party a mediator will be appointed promptly by the Arbitration Tribunal (the "Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the Parties may agree or, in the event of disagreement, as may be set by the mediator;

c) if the other Party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the Parties;

d) the mediation shall not affect the right of either Party to seek such relief or take such steps as it considers necessary to protect its interest;

e) either Party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration;

f) unless otherwise agreed or specified in the mediation terms, each Party shall bear its own costs incurred in the mediation and the Parties shall share equally the mediator's costs and expenses; and

g) the mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

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ix) Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

x) The Parties shall use every reasonable endeavour to resolve disputes between them in the shortest possible time consistent with the proper presentation to the expert or arbitration tribunal of their submissions and evidence. The Parties will in particular seek, in the absence of any reasonable excuse, to make such submissions and present such evidence within a period of thirty days from the commencement of the proceedings. In the event of unreasonable delay by either Party, the expert or the arbitration tribunal shall be entitled to make an award even if that Party has failed to make or complete its submissions.

F. INVOICING AND PAYMENT 1. In consideration for the provision of the Container Terminal Services by the Terminal to the

Customer, importer and the exporter as the case may be as per this TOB, the Customer, importer or exporter shall pay the Terminal the applicable tariff rates.

2. If any tax in the nature of a consumption tax, a value-added tax, a goods and/or services tax or

similar tax (the “Tax”) is, or becomes payable in relation to this TOB under applicable law, during the term of this Agreement, and in case the Services rendered under this Agreement, come directly under the purview of such an enactment/ amendment and the Tax becomes payable by or is recoverable from the Customer, importer or exporter in terms and in accordance with such law, then the Customer, importer or exporter shall, in addition to the applicable public tariff rates also be liable to reimburse the Terminal for an amount equal to the Tax.

3. The importers and exporters shall settle all invoices on demand prior to the provision of the terminal service requested or delivery of the container(s) as may be necessary in the circumstance.

4. The Customer shall settle the Terminal`s invoices promptly but in any case not later than 7 (Seven)

days from the date of receipt of any particular invoice (hereinafter, "the Due Date"). If there is any

disputed item in an invoice, and if that dispute is not resolved by the Due Date, the Customer shall not

withhold payment of the whole invoice on account of such dispute.

5. Any amounts not paid to the Terminal in accordance with Clause F(3) above shall be paid by the Customer to the Terminal along with interest at a rate of 5% above a three month LIBOR, such interest to be payable from the Due Date to the date of actual payment

6. The Terminal shall be entitled, in its sole discretion, to make adjustment to the rates and tariffs, taking into account all matters affecting the rates and tariffs charged for the provision of the Container Terminal Services including, but not limited to, the change in costs required to efficiently conduct the operations of the terminal.

7. The Customer shall provide the Terminal with an irrevocable on-demand guarantee on terms and

from a first class international bank licensed in Nigeria, approved by the Terminal as security for

payment of all charges which will or may become payable by the Customer to the Terminal. This

guarantee will be valid from the date of the first call by any vessel operated by the Customer until two

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months beyond the date of executing a TSA or last Vessel call by the Customer (whichever is

applicable). The amount of the guarantee will be as decided by Terminal but otherwise shall be

sufficient to cover a two months’ billing, as estimated by the terminal, at any time.

8. If as a result of a change in applicable laws, rules or regulations (including SOLAS), the Terminal's

costs in order to comply with its obligations under such are increased, the Terminal reserves the right to recover such additional costs from the Customer

9. Importers/ consignee are entitled to claim the refund of excess storage charges paid if any. Excess storage will be calculated as difference of days between the actual container clearance date and the date upto which payment is made and any such excess amount paid by the customer will be refunded. Once all containers under any particular invoice are cleared from the terminal, the consignee must apply online via the Termview system and provide their bank account details and requested information in order to get refunds. Refund will be made directly into the consignee account as stated on the bill of Lading. Such refunds can be claimed maximum within 6 months of the date of invoice.

G. EDI SYSTEM 1. This Section G shall apply (without prejudice to the other Sections in these Terms of Business) only

where the Terminal has agreed in writing with the Customer for the partial or exclusive transmission and interchange of Messages between the parties by means of an EDI System.

2. Upon such agreement, the Customer and the Terminal shall become subscribers to the Intermediary

Service and shall exchange all identification details and similar information to enable each party to effectively utilise the Intermediary Service.

3. Application

i. Until such time as the parties mutually agree that the EDI System may be used exclusively, it is agreed that the EDI System shall be operated in parallel with an accepted manual system. In case of inconsistencies, any Message transmitted through the EDI System shall prevail.

ii. The Terminal shall determine and monitor the progress of the development,

implementation and priority of the EDI System.

iii. All Message Transmissions must properly identify the sender and recipient and comply in all respects with the User Manuals and such of the Intermediary Service standard conditions as may be applicable from time to time.

iv. If the sender issuing a Message Transmission requires a confirmatory receipt and does not receive the same, the original Message should be retransmitted until a receipt is received.

v. The Intermediary Service mailbox receiving date and time of the Message (or of the first or original Message in case of repeated transmission of the same Message) shall be treated as the receiving date and time of the Message by the recipient.

4. Message Data Log

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i. The parties shall maintain (without modification) a Message Data Log including details of times of transmission and examination of the Intermediary Service mailbox. Data contained in the message Data Log shall be retained by way of record for a period of not less than twelve (12) months.

ii. The Message Data Log may be maintained on computer media or other suitable means

provided that, if it is necessary to do so, the data must be capable of being readily retrieved and presented in human readable form.

iii. Each of the parties shall be responsible for making such arrangements as may be necessary for the data contained in its Message Data Log to be prepared and maintained as a correct record of each Message Transmission and Message Retrieval.

5. The parties acknowledge that in the event of any complete or partial breakdown or failure of the EDI System and/or the Intermediary Service, they will take all necessary steps to ensure the continued transmission and receipt of relevant messages, notices and information by alternative and/or additional means such that the operation of the Contract is not adversely affected.

6. The Terminal reserves the right to amend the User Manuals from time to time, such amendment to

be notified to the Customer at which time the amendment shall become immediately operative.

7. Security of Messages

Each of the parties shall:

i. take reasonable care in so far as it is within its power to do so to ensure that Messages are secure and that unauthorised access to its EDI System, Message Data Log and the Intermediary Service system is prevented;

ii. ensure that Messages containing confidential information as designated by the sender of the

Message are maintained by the recipient in confidence and are not disclosed to any person not otherwise authorised or used by the recipient outside the terms imposed by the sender. Any authorized disclosure to a third party shall be made only after getting a prior written approval of the Terminal;

iii. apply special protection, where permissible, by encryption or by other agreed means, to those Messages which the parties agree should be so protected. Unless the parties otherwise agree, the recipient of a Message so protected shall use at least the same level of protection for any further transmission of such Message.

8. Integrity of Messages

i. The parties accept the integrity of all Messages and agree to accord these the same status as would be applicable to notices or information sent other than by electronic means, unless such Messages can be shown to have been corrupted as a result of technical failure on the part of any machine, system or transmission by the Customer.

ii. Where there is evidence that a Message has been corrupted or if any Message is identified or

capable of being identified by the sender as incorrect, it shall be re-transmitted as soon as practicable with a clear indication that it is a corrected Message.

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iii. The sender is responsible and shall use its best endeavours to ensure that Messages are complete and correct. Notwithstanding the foregoing, the recipient must immediately inform the sender if it is, or should in all the circumstances, be reasonably obvious to the recipient that the transmission of such Message is incomplete, incorrect or otherwise deficient and in no event shall any of the parties be liable under this Clause G 8 (iii) for the consequences of any such deficiency.

iv. If the recipient has reason to believe that a Message is not intended for it, it should take reasonable action to inform the sender and should delete the information contained in such a Message from its system apart from the Message Data Log.

9. Limitation on Liability

i. Without prejudice to the other provisions of these Terms of Business, none of the parties

shall be responsible for any direct, indirect or consequential loss or damage suffered by the other party or any third party howsoever arising solely as a consequence of the use of the EDI System, whether caused by the parties or otherwise, including but not limited to the use or misuse of the User Manuals, the interruption or failure of the Intermediary Service, the EDI System, machines or transmission lines contributory thereto, or any other failures whether or not attributable to human error.

10. Termination

i. The use of the EDI System by the parties may be terminated (without prejudice to the

continuing application of the remaining clauses of these Terms of Business) by one party giving to the other not less than three (3) months notice or otherwise automatically upon termination of the Contract between the parties, whereupon the transmission of any message, notice or information between the parties shall revert to the existing manual or other agreed system.

ii. Notwithstanding the termination of the use of the EDI System for any reason:-

a) Each of the parties shall complete and/or implement any action required by any Message sent prior to such termination; and

b) The rights and obligations of each of the parties as to the maintenance of a Message Data Log and the Security of Messages shall continue after such termination and the termination of the Contract

H. SAFETY AND SECURITY 1. The Terminal is required to perform all work and provide all Container Terminal

services and other services in this TOB in a manner that ensures adequate protection for employees, and other individuals entering the premises of the Terminal, such as but not limited to independent contractors, the public, the environment, containers and container ships in full compliance with all applicable international, national and local health, safety, security and environmental laws, rules and regulations.

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2. The Terminal shall ensure to provide its employees, servants, agents and sub-contractors with the necessary and adequate security, safety and environment training for performing the Container Terminal Services and other services.

3. The Terminal shall ensure that the Customer, its employees, servants, sub-contractors, agents and other individuals receive clear health, safety and security instructions when entering the Container Terminal.

4. The Customer shall ensure that its employees, servants, sub-contractors and agents follow the health, safety and security regulations and instruction instituted on the Container Terminal by the Terminal.

5. Both the Customer and the Terminal are committed to providing a safe work place for stevedoring workers. The Terminal will carry out regular safety audit of Vessels calling the Terminal and any unsafe conditions shall be brought to the attention of the Vessels command. If unsafe conditions are not addressed, the Terminal shall bring the issues to the attention of the Customer. Where an unsafe condition causes damage or delays to operation, the cost of such delays or damage shall be borne by the Customer.

6. A charge of $700 (Seven Hundred United states Dollars) /gang- hour shall apply for delays caused by unsafe conditions and shall be invoiced with the Vessels invoicing. This charge shall be referred to as “delay charge caused by non-adherence to the safety clause”.

I. ANTI-CORRUPTION

1. Without prejudice to the generality of the foregoing provisions, the Customer undertakes and warrants to Terminal that neither it nor any member of its Group, nor any agent, or other intermediary acting on behalf of the Customer or its Group, shall, directly or indirectly, in relation to the service being provided, give, promise or attempt to give, or approve or authorize the giving of anything of value to:

a. any employee, officer or director of or any person representing the Terminal or its Group;

b. any other person, including any Public Official; c. a political party or a labour union controlled by any Government or

political party; or d. a charitable or other organization, or an officer, director or employee

thereof, or any person acting directly or indirectly on behalf of the same;

for the purpose of (i) securing any improper advantage for the Customer or its Group or the

Terminal or its Group; (ii) inducing or influencing that Public Official improperly to take any

action or refrain from taking any action in order for either Party’s Group to obtain or retain

business, or to secure the direction of business to either Group, or (iii) inducing or influencing

that Public Official to use his/her influence with any Government or public international

organization, or any or any department, agency or other instrumentality thereof, for any such

purpose.

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2. The Customer further warrants and undertakes to the Terminal that:

a. to the best of its knowledge, neither the Customer nor any of its affiliates, officers, directors, shareholders, employees, or agents or other intermediaries, or any other person acting directly or indirectly on its behalf, has carried out any of the actions described in clause I(i), above; and,

b. the persons described in (a), above, shall comply with the provisions of this clause I.

3. Notwithstanding the foregoing provisions, as regards small value payments to a low level Public Official for the facilitation or expedition of routine tasks which that person must perform as part of his/her job, the Customer warrants and undertakes that it and its affiliates, officers, directors, shareholders, employees, agents or other intermediaries, or any other person acting directly or indirectly on its behalf, shall fully comply with the Terminals Anti-Corruption guidelines involving such payments, including cooperating with the Terminal to eliminate such payments.

4. The Terminal warrants and undertakes that all remuneration received from the Customer under this TOB is solely intended to compensate the Terminal for the Items and Services being provided, including APM Terminals’ related documented costs and expenses. The Terminal warrants and undertakes that it is not receiving remuneration for any other purpose.

5. The Customer warrants and undertakes it shall maintain adequate records in order to be able to verify its compliance with the provisions of this clause, and, without prejudice to the other provisions of this TOB involving audits, it shall permit the Terminal or a certified public accountant designated by the Terminal to conduct an audit of such records, at the Terminal’s reasonable discretion, in case of any bona-fide dispute between the Parties regarding such compliance, or in case of any investigation by or allegation from any applicable public authority regarding potential violations of any relevant laws involving these matters. The Parties shall cooperate in any such audit and otherwise in providing documentation relating to any such dispute or investigation.